GENERAL TERMS AND CONDITIONS

SALES, DELIVERY AND PURCHASE TERMS OF DENNERT PORAVER GMBH


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The General Terms and Conditions of Poraver® are divided into the General Terms and Conditions of Sale and the General Terms and Conditions of Purchase. Both can be downloaded here as PDF files.

Please note our modified General Terms and Conditions (Purchase and Sale), which are valid from 08.08.2018. All contracts concluded with us before this date shall continue to be subject to the previous terms and conditions. You will find these at the end of the page as a Download.

General Terms and Conditions of Sale

valid from 08.08.2018

1. General, Application

1.1 These General Terms and Conditions of Sale (hereinafter referred to as „GTC“) shall apply for all business transactions between Dennert Poraver GmbH, Poraver Besitz GmbH, Poraver Service GmbH & Co. KG (hereinafter referred to as “DENNERT”) and the respective customer regarding all deliveries and services to the customer (hereinafter referred to as “CUSTOMER”). The GTC shall especially apply to all contracts concerning the delivery of movable objects regardless if DENNERT is the producer or an intermediary.

1.2 These GTC shall only apply to CUSTOMERS who are entrepreneurs according to sec. 14 of the German Civil Code (“BGB”), a legal person under public law or a special fund under public law as set out in sec. 310 par. 1 BGB.

1.3 These GTC shall apply in their respective version as a framework agreement to all future contracts with the CUSTOMER even if not explicitly referred to by DENNERT. The most current version of these GTC is retrievable at www.poraver.com/en/conditions/.

1.4 These GTC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the CUSTOMER shall only apply if expressly accepted by DENNERT; these approval requirements shall apply in any case, for example also if DENNERT is aware of the CUSTOMER´s GTC and performs without reservation.

1.5 For the avoidance of doubt, individual agreements between DENNERT and the CUSTOMER shall prevail over these GTC. Individual agreements shall only be effective if made in textform. The same applies to unilateral legal acts of the CUSTOMER after a conclusion of contract. Also notifications by email or telefax preserve the textform.

2. Conclusion of contract

2.1 Offers shall be nonbinding, including the delivery amount, delivery period and the price, DENNERT reserves the right to prior sales. Commitments given regarding the delivery amount, delivery period and the price shall only be legally binding if confirmed by DENNERT in writing or if the corresponding order has already been executed.

2.2 The CUSTOMER´s order shall be deemed as binding contractual offer. If not otherwise stipulated in this order DENNERT shall be entitled to accept this offer within two weeks, beginning with its receipt by DENNERT, by a written order confirmation or by delivery of the goods to the CUSTOMER.

3. Delivery Term

3.1 Delivery dates shall only be binding as far as DENNERT confirms them in writing. Deliveries to be settled on a fixed date shall only be established if expressly stipulated.

3.2 DENNERT shall not be in default with delivery without prior reminder. The CUSTOMER shall be entitled to assert subsequent general compensation if DENNERT is in default with delivery. This compensation amounts to 0.5 % of the net price (delivery value) for each completed calendar week, but not exceeding a total of 5 % of the value of the delayed delivery. DENNERT shall be entitled to prove that the CUSTOMER either has not suffered any damage or a substantial lower damage as included in the general compensation.

3.3 DENNERT shall not be obliged to deliver, under exclusion of liability vis-á-vis the CUSTOMER, if DENNERT has not received a correct and timely self-delivery without bearing responsibility for that and if a congruent covering transaction has been concluded.

3.4 If the CUSTOMER is in default with acceptance, breaches its duties to cooperate or the delivery of DENNERT is delayed because of other reasons the CUSTOMER is liable for, DENNERT shall be entitled to assert any resulting damage including but not limited to additional expenses, if any occurs. The general compensation in these cases amounts 0,5 % of the net-contract-value for each completed calendar week, beginning with the delivery date or with the notification of the readiness for dispatch of the goods in the case of absence of a delivery date, but not exceeding a total of 5 % of the net-contract-value. DENNERT shall be entitled to prove that it has suffered a bigger damage and to assert its statutory claims (especially compensation of additional expenses, reasonable remuneration, termination of contract). The general compensation shall be credited against further monetary claims. The CUSTOMER shall be entitled to prove that DENNERT has not suffered any damage or a substantial lower damage as included in the general compensation.

3.5 In case of force majeure, the delivery period reasonably extends to a rea-sonable extent if DENNERT is not able to timely comply with its contractual obligation because of conditions of force majeure and other unforeseeable and unusual circumstances, which DENNERT is not responsible for, e.g. war-like conditions, breakdown of production or delivery by fire, catastrophes and other similar events, strike, lockout, governmental interventions, epidemics, lack of raw materials, difficulties with the power supply etc.. DENNERT shall not be obliged to perform if DENNERT´s contractual obligation becomes impossible or unreasonable because of conditions of force majeure. DENNERT will inform the CUSTOMER as soon as possible about beginning and ending of the aforementioned circumstances. If the delay in delivery takes more than a month the CUSTOMER shall be entitled to rescind the contract under exclusion of any further claims. If the delivery period is extended or DENNERT is not obliged to deliver the CUSTOMER shall not be entitled to assert any claims out of this.

3.6 Delivery periods are extended for the time the CUSTOMER is in delay with the fulfillment of its obligations with regard to a current transaction or other contracts with DENNERT.

4. Delivery, Passing of Risk

4.1 Deliveries and passing of risk occur EXW (Incoterms 2010) from the premises of DENNERT in Schlüsselfeld, Postbauer-Heng or from another site stated by DENNERT.

4.2 DENNERT shall be entitled to engage subcontractors at its own charge without prior reconciliation with the CUSTOMER. Notwithstanding, DENNERT shall be obliged to contractual performance. The engaged subcontractor shall be deemed as a vicarious agent of DENNERT.

4.3 The CUSTOMER shall be obliged to send back to DENNERT the packaging for repeated use („returnable transport packaging“) at its own charge. DENNERT shall be entitled to charge a reasonable deposit for returnable transport packaging.

4.4 The CUSTOMER shall be obliged to confirm the receipt of the goods stating day and hour.

4.5 Partial delivery shall be permitted to a reasonable extent for the CUSTOMER, especially if the CUSTOMER can use the partial delivery according as provided by the contractual purpose, the delivery of the remaining goods is ensured and the CUSTOMER has neither to bear significant additional expenses, nor additional costs.

4.6 DENNERT reserves the right to customary deviations of the delivery items as long as the CUSTOMER is not unreasonably affected, the serviceability of the goods is not affected and the deviations are necessary because of important operational requirements of DENNERT.

5. Prices, Payment

5.1 Unless otherwise agreed, the respective list prices of DENNERT, valid at the moment of conclusion of contract, shall apply. Prices are in EURO on the basis of deliveries EXW (Incoterms 2010) from DENNERT´s premises in Schlüsselfeld, Postbauer-Heng and Innisfil (Ontario), Cananda, plus the respective statutory VAT and packing extra. If the delivery is an export shipment the prices are plus customs, fees and other public charges. Only the delivery weight shall be invoiced less the weight of packaging (bags and palettes).

5.2 DENNERT´s invoices shall be payable within 10 days with a 2 % discount or within 30 days without discount, beginning with the invoice date. DENNERT will not grant any discount if the CUSTOMER is in default with the payment of former invoices. DENNERT shall not be obliged to accept bills of exchange or cheques. DENNERT shall be entitled to demand an advance or a security before delivery according to sec. 321 BGB in the event of an application for the opening of insolvency proceedings about the CUSTOMER´s assets or/and DENNERT becomes aware of circumstances that may diminish the CUSTOMER´s credit standing. DENNERT shall be entitled at any time (even in current transactions) to fully or partially deliver only against prepayment. DENNERT shall issue a respective reservation in an order confirmation at the latest.

5.3 If the aforementioned payment term is expired the CUSTOMER defaults without prior reminder. The CUSTOMER shall pay interests according to the respective statutory default interests applicable. DENNERT shall be entitled to assert any further damage caused by delay. Vis-á-vis merchants the claim for commercial maturity interest (sec. 353 BGB) shall remain unaffected.

5.4 The CUSTOMER shall be entitled to offset claims to retention rights only insofar as the CUSTOMER´s counterclaim is acknowledged, undisputed or determined in a legally binding judgement. If the delivery is defective the CUSTOMER´s counterclaims remain unaffected.

6. Retention of Title

6.1 DENNERT retains title to the goods until receipt of full payment of the purchase price as well as the fulfilment of all other claims from current accounts.

6.2 The CUSTOMER shall be neither entitled to pledge the reserved goods nor to assign it as a security or to encumber it with third parties´ rights. The CUSTOMER shall be obliged to immediately inform DENNERT about attachments or other impairments. The CUSTOMER shall be entitled to resell, connect or mix the reserved goods with other movable objects within its ordinary course of business unless it is not in default with payments. If DENNERT´s title is lost due to connection or mixing the CUSTOMER shall be obliged to transfer coownership to DENNERT in consideration of the relation of the respective values of the objects connected or mixed.

6.3 The CUSTOMER shall be obliged to maintain DENNERT´s retention of title if possible and hereby assigns the full purchase price claim against its purchaser to DENNERT or in the amount to of the proportion of the co-ownership. DENNERT hereby accepts the assignment. After assignment, the CUSTOMER shall be entitled to collect the account receivable. DENNERT reserves the right to collect the account receivable itself if the CUSTOMER does not comply with its contractual payment obligation and is in default with payment. On the request of DENNERT, the CUSTOMER shall be obliged to state the names of its buyers and to provide DENNERT with all documents necessary to assert its rights.

6.4 If the CUSTOMER does not comply with its contractual obligations, especially in the event of non-payment of the purchase price, DENNERT shall be entitled to rescind the contract in accordance with the statutory provisions and to claim the return of the goods on the basis of the retention of title. If the CUSTOMER fails to pay the due purchase price, DENNERT shall only be entitled to assert the aforementioned rights if it has set a reasonable term for payment or if setting such a term is dispensable in accordance with statutory regulations.

6.5 If the realizable value of the given securities exceeds the secured claim of DENNERT by more than 10 % DENNERT shall be obliged, upon DENNERT´s option, to release securities on the CUSTOMER´s request.

7. Warranty

7.1 The CUSTOMER has to comply with its obligations to inspect and complain in accordance with sec. 377, 378 of the German Commercial Code (“HGB”) to assert its warranty claims. The CUSTOMER shall be obliged to immediately inspect the goods after receipt without undue delay and to notify DENNERT of recognizable defects. The complaint shall only be deemed as without undue delay if it is made within 10 calendar days. The receipt of the complaint by DENNERT shall be deemed as solely relevant. If a defect is obviously recognizable without prior inspection the CUSTOMER shall be obliged to notify DENNERT of a defect within 2 calendar days. If the CUSTOMER fails to properly inspect and/or to make a complaint the goods shall be deemed as accepted in any case.

7.2 The rejected goods shall not be used until DENNERT has inspected them. If the CUSTOMER processes, broaches or resells the delivered goods, it forfeits its right to complain with regard to the respective defect and to assert statutory claims resulting from the defect, provided that the CUSTOMER has not reserved its right to complain against DENNERT. If both parties cannot agree on the existence of a timely rejected defect an expert chosen by both parties shall decide whether or not the CUSTOMER is entitled to complain. If the parties are not able to make a common choice an expert of Landesgewerbeanstalt in Nuremberg shall decide.

7.3 If the warranty claims are not excluded according to the aforementioned provisions, the statutory regulations shall apply save as otherwise provided hereinafter.

7.4 If the delivered object is defective, DENNERT shall be obliged, upon DENNERT´s option, to repair or to replacement of a defect-free good.

7.5 DENNERT shall be entitled to make supplementary performance owed conditional on the CUSTOMER´s payment of the due purchase price. However, the CUSTOMER shall be entitled to retain a reasonable part of the purchase price with relation to the defect.

7.6 The CUSTOMER shall be obliged to grant DENNERT the time necessary and to give opportunity for the supplementary performance, especially to inspect the rejected goods. Therefore, the CUSTOMER shall be obliged to store the goods, taking into consideration the due diligence of a proper merchant and all storage instructions.

7.7 In the event of defects the CUSTOMER shall be entitled to claim for damages or compensation for additional expenses only in accordance with clause 8 of these GTC. Apart from that these claims shall be excluded.

8. Liability of DENNERT

8.1 DENNERT shall be liable for any damages, irrespective of the legal basis therefor, in case of intent and gross negligence. In the event of slight neg-ligence and subject to a lenient standard of liability (e.g. diligence for own affairs) DENNERT shall be liable for
a) Culpable damage to life, body or health and
b) Damages based on the significant breach of DENNERT´s fundamental contractual obligations (obligation, which has to be fulfilled to implement the contract and to which the contracting party commonly relies on and may rely on). In this event DENNERT´s liability for damages shall be limited to the typically predictable damage.

8.2 The aforementioned exclusion of liability in clause 8.1 of these GTC shall also apply for breaches of obligations by third parties whose fault DENNERT has to represent according to statutory provisions. DENNERT shall not be liable for the fault of other persons. The aforementioned exclusion of liability in clause 8.1 of these GTC shall not apply to claims for damages under the German Product Liability Act (“ProdHaftG”), if DENNERT maliciously concealed any defect of the goods and if DENNERT accepts a quality guarantee.

9. Product information

General information in price lists, brochures, recommendation, samplings etc. about the product PORAVER® and its characteristics shall only be deemed as an approximate information and contain nonbinding averages. Therefore, deviations shall not constitute a defect according to statutory provisions and do not result in compensation claims, provided that ordinary care was applied. Aforementioned provision shall apply particularly for weight tolerances of about 10 % plus/minus. This information shall only be binding if explicitly agreed as a contractual quality with the CUSTOMER.

10. Cargo securing

DENNERT shall allocate a place intended and marked for cargo security. Cargo security shall be made on CUSTOMER´s responsibility in accordance with the relevant statutory provisions, in particular DIN-, EN-, and VDI-directive 2700 et seq. for road vehicles. Besides, DENNERT indicates that the CUSTOMER needs a vehicle with constructions according to DIN EN 12642, Code XL to collect general cargo up.

11. Limitation

11.1 Contrary to sec. 438 par. 1 lit. 3 BGB the general limitation period is one year for all material defect claims and claims for defects of title. The limitation period starts with delivery.

11.2 Clause 11.1 of these GTC shall also apply for all contractual and non-contractual claims for damages of the CUSTOMER, which are based on a defect of the goods unless the application of the statutory period of limitation (sec. 195, 199 BGB) would lead to a shorter limitation period in an individual case. The CUSTOMER´s claims for damages according to clause 8.1 of these GTC and the Product Liability Act become timebarred exclusively in accordance with the statutory period of limitation.

12. Compliance, Usage of the goods

The CUSTOMER shall be obliged to check before using PORAVER® to what extent it is permitted for its intended purpose. The CUSTOMER shall be obliged to obtain necessary authorizations (e.g. in accordance with building law and regulations, DIN-, production-, application and licensing-provisions) at its own charge and to comply with it. DENNERT shall not be liable for use restrictions due to statutory provisions insofar as DENNERT has not explicitly assured the non-existence of such restrictions.

13. Final provisions

13.1 The place of delivery or performance shall be DENNERT´s premises at Schlüsselfeld, Postbauer-Heng or another site stated by DENNERT.

13.2 Exclusive place of jurisdiction for all disputes arising out of or in connection with the agreement which refers to these GTC (including those regarding its validity) shall be exclusively 96047 Bamberg, Germany. However, DENNERT shall be entitled to commence any litigation against the CUSTOMER at its residence or office.

13.3 The agreement which refers to these GTC shall be governed by the laws of the Federal Republic of Germany under exclusion of its law rules as well as the UN Convention on the International Sale of Goods (CISG).

13.4 If these GTC are made known to the CUSTOMER in another language the German version shall prevail in the event of any inconsistencies.

13.5 Should any provision of these GTC, or any provision incorporated into these GTC in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of these GTC shall not be affected thereby.

General Terms and Conditions of Purchase

valid from 08.08.2018

1. General, Application

1.1 These General Terms and Conditions of Purchase (hereinafter referred to as „GTC“) shall apply for all business transactions between Dennert Poraver GmbH, Poraver Besitz GmbH, Poraver Service GmbH & Co. KG (hereinafter referred to as “DENNERT”) and the respective business partner delivering goods and services to DENNERT (hereinafter referred to as “SUPPLIER”). The GTC shall especially apply to all contracts concerning the sale and the delivery of movable objects regardless if the SUPPLIER is the producer or an intermediary.

1.2 These GTC shall only apply to SUPPLIERS that are entrepreneurs according to sec. 14 of the German Civil Code (“BGB”), a legal person under public law or a special fund under public law.

1.3 These GTC shall apply in their respective version as a framework agreement to all future contracts with the SUPPLIER even if not explicitly referred to by DENNERT. The most current version of these GTC is retrievable at www.poraver.com/en/conditions/.

1.4 These GTC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the SUPPLIER shall only apply if expressly accepted by DENNERT; these approval requirements shall apply in any case, for example also if DENNERT is aware of the SUPPLIER´s GTC and performs without reservation.

1.5 For the avoidance of doubt, individual agreements between DENNERT and the SUPPLIER shall prevail over these GTC. Individual agreements shall only be effective if made in textform. The same applies to unilateral legal acts of the SUPPLIER after a conclusion of contract. Notifications by email or telefax shall also preserve the textform.

2. Conclusion of contract

2.1 DENNERT`s orders shall be binding if they are submitted in textform or confirmed by DENNERT. DENNERT will only accept deliveries if they are based on orders submitted in textform.

2.2 The SUPPLIER shall confirm DENNERT´s order by written order confirmation within a two weeks period. If DENNERT does not receive an order confirmation within the two weeks period, DENNERT shall be entitled to revoke. If the SUPPLIER gives an order confirmation after expiring of the two weeks period, the order confirmation shall be deemed to be a new offer of the SUPPLIER.

2.3 If the SUPPLIER produces drafts, calculations, project models, it will be non-binding and free of charge.

3. Delivery term

3.1 Delivery terms made in the respective order shall be binding. The SUPPLIER shall be obliged to inform DENNERT without undue delay if circumstances arise or become apparent to the SUPPLIER which result in a failure to deliver the delivery quantity and/or to meet the delivery term.

3.2 IF the SUPPLIER fails to comply with its duty to perform or to deliver within the delivery term stipulated or the SUPPLIER is in default with delivery, DENNERT shall be entitled to assert its claims in accordance to statutory provisions, especially its right to rescind and to claim damages, unless otherwise agreed below. The SUPPLIER shall not be entitled to reserve the right to a self-delivery as far as its contractual performances are concerned.

3.3 If the SUPPLIER is in default with delivery, furthermore, DENNERT shall be obliged to assert a contractual penalty in the amount of 1% of the delivery amount for each completed week of the default, but not exceeding a total of 5 % of the value of the delivery amount. The SUPPLIER shall be entitled to prove that DENNERT has suffered a substantial lower damage. The contractual penalty can be asserted in addition to DENNERT´s claim for performance. The contractual penalty shall be set off against other claims for damages which may arise from another provable damage (covering purchase, machine modifications, downtimes etc.).

4. Delivery, Passing of risk

4.1 The SUPPLIER´s delivery and performance shall be occurred DDP (Incoterms 2010) from DENNERT´s premises in Schlüsselfeld, Postbauer-Heng or from another site stated by DENNERT, unless otherwise agreed in textform between DENNERT and the SUPPLIER. The passing of risk shall occur upon delivery of the goods at the place of delivery.

4.2 The SUPPLIER shall not be entitled without DENNERT´s prior written consent to perform its contractual obligations by a third party (e.g. subcontractor).

4.3 All orders and contracts shall be delivered in one piece unless DENNERT agrees to a partial delivery in an individual case. Preliminary deliveries shall not be permitted unless otherwise expressly agreed. DENNERT shall be entitled to return or to store preliminary or partial deliveries in a freight warehouse, both at the expenses and risk of the SUPPLIER. DENNERT will invoice the personnel costs resulting from returning or storing the deliveries to the SUPPLIER.

4.4 Each delivery has to contain two delivery notes which include the order date, the exact article description and DENNERT´s article number.

4.5 The SUPPLIER shall be obliged to announce upon receipt and to be in-structed before entering or driving on DENNERT´s premises. If the reception area should not be staffed, entering or driving on DENNERT´s premise shall only be allowed with DENNERT´s prior written notice.

5. Prices, Payment

5.1 Prices contained in the SUPPLIER´s offer or in DENNERT´s order shall be deemed to be fixed prices on the basis of deliveries DDP (Incoterms 2010) from DENNERT´s premises in Schlüsselfeld, Postbauer-Heng or from another site stated by DENNERT. Prices include the respective statutory VAT unless VAT is stated separately.

5.2 The price stipulated includes package, transport costs and insurance. The obligation to return the package has to be stipulated in a special agreement. If the delivered goods are import, the price includes customs, taxes and possible inspection costs.

5.3 Unless otherwise agreed in the condition contract in textform, DENNERT pays the purchase price net within a 14 days period and with a 3 % discount, calculated from the date of receipt of invoice and at the earliest from the delivery of goods, or within a 45 days period, beginning with delivery of the goods and receipt of invoice.

5.4 Invoices will only be settled as far as ordered goods are concerned. The settlement of the SUPPLIER´s invoices shall not be deemed to be an acknowledgement that the goods delivered (i) are free of defects, (ii) comply with the contractual quality or with the guaranteed properties or (iii) that the delivery is completed and in good time.

5.5 The invoice shall comply with the respective statutory provisions, especially it shall conclude the VAT or tax number, date of delivery or performance, delivery amount and type of delivered invoiced goods and it shall be sent to DENNERT´s delivered premise – even in electronic form if requested to do so.

5.6 The SUPPLIER shall only be entitled to set off or to assert its right of lien or its right of retention if the SUPPLIER´s claims asserted are undisputed or legally ascertained.

5.7 Performance of payment shall also occur even if payment is made by a third party and not by DENNERT.

5.8 If DENNERT is obliged to wholly or partially pay the purchase price before delivery, the SUPPLIER shall be obliged to provide DENNERT with a guarantee in the amount of the respective advance. The guarantor has to be a bank or credit insurer authorized in the European Community. The declaration of surety has to be submitted in unlimited and in written form and the benefit of discussion has to be waived.

5.9 DENNERT shall not be obliged to perform in advance any longer if the SUPPLIER fails to comply with its obligation according to clause 5.8 of the GTC and does not provide DENNERT with a guarantee within a 14 days period, beginning with the first request of DENNERT. In this case clause 5.3 of the GTC shall apply.

6. Warranty rights

6.1 If the SUPPLIER´s performances are defective, DENNERT shall be entitled to assert its rights in accordance with the statutory provisions subject to the following paragraphs.

6.2 DENNERT´s obligation to inspect is limited to defects, which become apparent during the incoming goods inspection by an outward examination, including the delivery documents, as well as during the quality control in the random sampling procedure. If defects occur in this connection, DENNERT shall be deemed to have asserted a complaint without undue delay and in good time if it is received by the SUPPLIER within three calendar days. The obligation to give notice of defects discovered later remains unaffected. In such cases, DENNERT´s notice of defect shall be deemed to be immediate and in good time if it is received by the SUPPLIER within 14 calendar days after discovery of the defect.

6.3 Notwithstanding sect. 438 par. 1 no. 3 BGB, the general limitation period for claims based on defects of the goods delivered is three years, beginning with the passing of risk. If the Parties agree on an acceptance, the limitation period begins with acceptance. The three year limitation period shall also apply correspondingly to claims arising from defects of title, whereby the statutory limitation period for third party claims (sect. 438 para. 1 no. 1 BGB) shall remain unaffected; claims arising from defects of title shall in no event become statutebarred as long as the third party is still entitled to assert its right against DENNERT, in particular in the absence of a limitation period.

6.4 If DENNERT is held liable by a third party for a product defect for which the SUPPLIER is liable for, the SUPPLIER shall indemnify DENNERT and hold DENNERT harmless against all damages resulting from the defect. Regarding the further content of this indemnity obligation, clause 7.3 of the GTC shall apply.

6.5 DENENRT shall be entitled to the statutory recourse claims within a supply chain (in accordance to sect. 445a, 445b, 478 BGB) in addition to the claims for defects without limitation. Before DENNERT acknowledges or fulfils a claim for defects asserted by DENNERT´s own customer against it (reimbursement of expenses in accordance with sect. 445a para. 1, 439 para. 2 and 3 BGB included), DENNERT shall notify the SUPPLIER and ask for a written statement, briefly explaining the facts. If the SUPPLIER does not make a substantiated statement within a reasonable period of time and no amicable solution is reached either, the claim for defects actually granted by DENNERT shall be deemed owed to DENNERT´s customer. In this case, the SUPPLIER is obliged to prove the contrary.

7. Third-party rights

7.1 The SUPPLIER ensures that the goods are delivered free from third-party rights and that third-party rights are not breached by delivery. Especially, the SUPPLIER ensures that it is allowed to dispose of the goods without limitation.

7.2 Furthermore, the SUPPLIER ensures that no third-party rights are breached in connection with delivery, especially no property rights like patents, trademarks, utility models, registered design, copyrights.

7.3 The SUPPLIER shall be obliged to indemnify DENNERT on first demand from third-party claims resulting from any asserted infringement of rights. The indemnification obligation shall include all expenses which DENNERT has to necessarily bear from or in connection with a claim by a third party. DENNERT shall only be obliged to settle the asserted infringement of rights in court if the SUPPLIER provides DENNERT with the expected costs in advance and especially provides DENNERT with all necessary information needed to conduct legal proceedings.

8. Product liability, Indemnity, Insurance Coverage

8.1 If the SUPPLIER is liable for a product defect, it has to indemnify DENNERT on first demand from any kind of claims for damages of third parties insofar as the reason is within the SUPPLIER´s sphere of control and organization and the SUPPLIER is liable itself in the external relationship.

8.2 Within the scope of SUPPLIER´s obligation in accordance to clause 8.1 of the GTC the SUPPLIER shall also be obliged to reimburse any expenses in accordance to sect. 683, 670 BGB as well as pursuant to sect 830, 840 and 426 BGB which arise from or in connection with recalls executed by DENNERT. DENNERT will inform the SUPPLIER about content and scope of recall measures as far as possible and reasonable and give it the opportunity to comment. Further legal claims shall remain unaffected.

8.3 Furthermore, the SUPPLIER shall be obliged to maintain a product liability insurance with a coverage of EUR 2.500.000,00 per personal injury/property damage. The SUPPLIER has to prove the conclusion and the maintenance of the aforementioned insurance against DENNERT without prior request.

9. Compliance with the European Ordinance - REACH (EG) 1907/2006

9.1 The SUPPLIER ensures that it complies with all provisions of the European Ordinance for Chemicals REACH (EG No. 1907/2006 from 30 December 2006) in its respective valid version – hereinafter referred to as REACH-Regulation. It especially ensures that the registration of substances occurred. DENNERT shall not be obliged to apply and get an authorization for goods delivered by the SUPPLIER in connection with the REACH-Regulation.

9.2 If the obligation pursuant to clause 9.1 is breached, the SUPPLIER in-demnifies DENNERT from all resulting claims of third parties, especially claims for damages.

10. Retention of title, free issue equipment

10.1 The transfer of ownership to DENNERT occurs unconditionally and without consideration of payment of the price. However, if DENNERT accepts in individual cases the SUPPLIER´s offer of transfer of ownership which is conditional on the payment of the purchase price, the retention of title lapses at the latest with the payment of the goods delivered. In the ordinary course of business, DENNERT shall remain authorized to resell the goods delivered before payment of the purchase price, assigning the resulting claim in advance (alternatively, the simple retention of title extended to the resale). All other forms of retention of title, in particular the extended, the forwarded and the extended retention of title for further processing are thus excluded.

10.2 Items provided by DENNERT shall remain the property of DENNERT. Processing or transformations by the SUPPLIER shall be deemed to be done for DENNERT. If DENNERT´s reserved goods are processed with other items not owned by DENNERT, DENNERT will be transferred the ownership of the new objects in the relation of the value of the object to the other processed objects at the time of processing.

10.3 If goods provided by DENNERT are inseparably mixed or combined with other items not belonging to DENNERT, DENNERT will be transferred the ownership of the new object in accordance to clause 10.2.

10.4 If the mixture or compounding occurs in a manner that the SUPPLIER´s object is the essential, it shall be deemed to be agreed that the SUPPLIER transfers the proportionate coownership to DENNERT. The SUPPLIER shall store the whollyowned or coowned goods for DENNERT free of charge.

11. Nondisclosure

11.1 DENNERT and the SUPPLIER shall be obliged to strictly keep all received illustrations, drawings, calculations, or other documents and information secret. They may only be disclosed or made accessible to third parties with express consent. The non-disclosure obligation shall also apply if the individually stipulated contracts are executed and it only expires when the received know-how became commonly known.

11.2 DENNERT reserves its property and copy rights regarding all illustrations, drawings, calculations or other documents. These documents may only be used for production pursuant to the order. They are to be kept secret and are to be returned without prior request after execution of the individually stipulated contracts.

12. Liability of DENNERT

12.1 DENNERT shall be liable for any damages, irrespective of the legal basis therefor, in case of intent and gross negligence. In the event of slight neg-ligence and subject to a lenient standard of liability (e.g. diligence for own affairs) DENNERT shall be liable for
a) Culpable damage to life, body or health and
b) Damages based on the significant breach of DENNERT´s fundamental contractual obligations (obligation, which has to be fulfilled to implement the contract and to which the contracting party commonly relies on and may rely on). In this event DENNERT´s liability for damages shall be limited to the typically predictable damage.

12.2 The limitation of liability in accordance to clause 12.1 of the GTC shall also apply for breaches of obligations by third parties whose fault DENNERT has to represent according to statutory provisions. The aforementioned limitation of liability in clause 12.1 of these GTC shall not apply to claims for damages under the German Product Liability Act (“ProdHaftG”), if DENNERT maliciously concealed any defect of the goods and if DENNERT accepts a quality guarantee.

13. Obligation to inform

The SUPPLIER informs DENNERT without any prior request about any amendments of legal requirements applying for the goods delivered as well as about relevant developments of appropriate technical standards. With regard to that, the SUPPLIER shall be obliged to observe and provide information.

14. Compliance

14.1 The SUPPLIER shall be obliged to comply with all statutory provisions applicable to it in its course of business provided that it is in any way connected to a contract concluded with DENNERT. This obligation extends in particular to all legal provisions concerning the fight against corruption including the UK Bribery Act and the Foreign Corrupt Practices Act provided that they apply in the individual case.

14.2 Furthermore, the SUPPLIER shall be obliged to comply with the ten principles of the UN Global Compact Initiative – retrievable under https://www.unglobalcompact.org/what-is-gc/mission/principles – in its course of business. The SUPPLIER herewith proclaims its responsibility for the protection of fundamental human rights, fundamental rights and principles at work (especially no child labour and/or forced labour) and environmental protection.

14.3 If the SUPPLIER performs its obligations against DENNERT by third parties who will act as vicarious agents within the meaning of sect. 278 BGB, the SUPPLIER has to ensure that these third parties also comply with the obligations in accordance to para. 1 and 2 of clause 14 of the GTC. The SUPPLIER shall be obliged to carefully select other third parties. Other third parties which recognizably do not comply with the obligations in accordance to para. 1 and 2 of clause 14 of the GTC may not be taken into account within the selection.

14.4 If there is a reasonable initial suspicion that an obligation arising from para. 1, 2 and 3 of clause 14 of the GTC is breached (“compliance breach”), the persons selected by DENNERT and bound to professional discretion shall be entitled to inspect all documents of the SUPPLIER connected with the circumstances of the initial suspicion. The applicable statutory provisions on data protection shall be complied with here.

14.5 If a compliance breach takes place, DENNERT shall be entitled to whol-ly or partially terminate the contractual relationship with the SUPPLIER extraordinarily without notice. The right of termination does not exist if only a slight breach of the SUPPLIER takes place. The SUPPLIER shall be obliged to reimburse DENNERT for any and all damages occurred due to the compliance breach. The SUPPLIER shall be entitled to prove that it is not liable for the compliance breach. Especially, the SUPPLIER shall be obliged to indemnify DENNERT on first demand of third party claims asserted against DENNERT as a result of the compliance breach.

15. Final Provisions

15.1 The place of performance shall be DENNERT´s premises at Schlüsselfeld, Postbauer-Heng or another site stated by DENNERT.

15.2 Exclusive place of jurisdiction for all disputes arising out of or in connection with the agreement which refers to these GTC (including those regarding its validity) shall be exclusively 96047 Bamberg, Germany. However, DENNERT shall be entitled to commence any litigation against the SUPPLIER at its residence or office.

15.3 The agreement which refers to these GTC shall be governed by the laws of the Federal Republic of Germany under exclusion of its law rules as well as the UN Convention on the International Sale of Goods (CISG).

15.4 If these GTC are made known to the CUSTOMER in another language the German version shall prevail in the event of any inconsistencies.

15.5 Should any provision of these GTC, or any provision incorporated into these GTC in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of these GTC shall not be affected thereby.

GENERAL TERMS AND CONDITIONS

for contracts concluded with DENNERT PORAVER GMBH before 08.08.2018


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